[[caption-width-right:350: ''The itsy bitsy spider climbed down onto the train\\
Then came the fight scene that blew us all away!'']]

* The opening credits featuring beautiful artwork from Creator/AlexRoss which neatly recaps the events of the previous film.
* Creator/StanLee's [[TheCameo cameo]]: saving a woman from falling debris.
* "Shame on you." You just know Doc Ock's in for it when Aunt May shows disgust towards underhanded sneak attacks... in more ways than one. Aunt May's Moment of Awesome was smacking Doc Ock's head with her umbrella handle, temporarily distracting him ''and'' breaking his sunglasses, while both are at least two dozen stories high (300 feet up at least). She had the theater crowd cheering.
** Another awesome moment for Ock is when Mary Jane attempts the same thing at the film's climax... and Ock disarms her without even turning around. [[TaughtByExperience Doc Ock is a genius, and he learns from his mistakes.]]
* Peter saving a little girl from a fire without his powers.
** One goes to the little girl for cheerfully pulling Peter to safety when he's briefly trapped.
* "[[AC:HesBack]]"
* The ''entire'' train sequence. And just about anything involving Doctor Octopus.
** Even the preliminary to the fight is intense. Spider-Man arrives at the clock tower and demands that Doc Ock tell him where Mary Jane is. When he refuses, Spider-Man goes all out; no quips, no wisecracking, because ItsPersonal. Then Spider-Man and one of the clock's massive hands get knocked off; Spider-Man both tethers to the building and snares the hand with web, and ''slams'' it into Dock Ock at the top. Octavius then ''snaps'' the arm in two and throws the two halves at Spider-Man, who deflects them, but is knocked back by one of Ock's arms. Not to be outdone, Spider-Man catches the Doctor midfall with web and pulls him down. They both fall... and land on the train.
** Doc Ock shoves Spider-man through the train window and attempts to pull him back out, but the hero keeps himself in barely. Then, right above the passengers' heads, Spider-man moves to another post and horizontally swings 360 to smash outside the next-over window... ''and in'' '''mid-crash''''', shoots his webbing at the side of the train, instantly and effortlessly sticking himself to the side to continue the battle.''
** Spider-Man ''stops a speeding train''. An '''''entire train''''', by himself. This is easily among the most Herculean feats of strength he's ever committed, in ''all'' continuities, though it may be due to the sheer durability of his webbing. He's clearly in physical agony doing so, yet ''nothing will stop him from saving his city and its people''.
** Doctor Octopus gets his own crowning moment by responding to the civilians. Long story short, the civilians say "If you want to get to him, you'll have to go through me." Ock simply replies "Very well" and flashes a big ol' grin. Then he simply holds them out of the way with his arms. He's so powerful, that he doesn't even ''need'' to resort to violence against {{Badass Bystander}}s. They're merely ''beneath'' him.
** It's not Spidey saving an entire trainload of people from horrible death (who then save him). It's not the civilians (later) standing up to Doc Ock (though both are awesome). Then Peter realizes his mask got lost and has a little moment of panic and the two kids say 'We won't tell nobody'. The others agree.
*** Made more awesome by that one guys shocked reaction, realising the sort of person who routinely risks his life to save them.
---> '''Passenger''': He's... just a ''kid!'' No older than my son!
* [[RedemptionEqualsDeath "I WILL NOT DIE A MONSTER!"]]
* The emotional climax of the film, while not as thrilling as the train sequence, is still plenty engaging. With his tentacles damaged, Peter appeals to Otto's better nature as a scientist and manages to talk him down. Doc Ock finds redemption in death, while Peter reveals his secret identity to MJ and saves her from being crushed more than once. The spiraling depths of the former and the soaring heights of the latter are contrasted constantly, culminating in Peter disclosing how lonely a hero's life really is to MJ and sending her back to be with her fiance, John, stoically.
* At the end of the film, Peter and Mary Jane come full circle and re-enact the ending of the last film, but with a more liberating subtext than before, achieving the happy ending and relationship upgrade everyone wanted them to have.
** As sketchy as standing up John Jameson at the alter was, almost everything MJ says to Peter in the last scene is awesome. Particularly when she touches his face and says "Isn't it about time somebody saved ''your'' life?"
** Four words: "Go get 'em, tiger."
* As far as the licensed game goes, the devs got one just for the fact that they made a movie tie-in game that's actually good. And not just good but one of the best Superhero-based games ever made!
* The film winning the Academy Award for Best Visual Effects, making it one of the few superhero movies (alongside the 1978 ''Film/{{Superman}}'' film) to have taken the prize.